Just another Halloween Parade!
by Ryoken1
Summary: My first fic set in Red Witch's "Misfit's Universe" (thanks, RW!). What are Spiderman and DR Strange up to in New York, and how will them both (along with Benny of course) fit on the bayville crisis? Also, some new villians make their debut!
1. Just your typical prelude to insanity…

X-men: Evolution: "Just another Halloween Parade!", an original fan fiction based on the Misfits Universe (Thanks for Red Witch for letting me use her universe, if you haven't checked her stuff…well, you wouldn't be reading this if you hadn't already!)

Legal Notice: I don't own X-men Evolution (if I did, it would be on the air right now), or GI-Joe, or any trademarked characters that will eventually appear on this fan fiction, and I don't own the Misfit's Universe series of fan fiction work either. Once again, thanks to Red Witch for allowing me to use her wonderful universe…now, let's enjoy ourselves here, shall we?

Chapter One: "Just your typical prelude to insanity…or not!"

The Xavier Institute for gifted children had already seen more strange events on a single year than most of ancient civilization all together, simply because of one main factor: It was the first and only mutant only school on the face of the planet, which made it a glowing beacon for everything, from Trans-dimensional TV stars to the most powerful sorcerer on the planet (and his not as powerful…or not as smart…lets be honest, not as "insert anything here except for weird comedy quips" assistant), and the occasional attack by either giant mutant hunting robots, the master of magnetism and his acolytes or the most powerful terrorist organization on the planet.

Charles Xavier had founded the school in order to help young mutants cope with their powers and help humankind…and he obviously had gotten more than he ever bargained for…in fact, he was right having the latest repercussion from that simple decision of helping the world and his kind.

In simple words, he was having the daily morning headache…

"Professor, I honestly think it's a terrible idea!"-Scott Summers (Xavier's first student, and Xavier's last hope for anyone to leave the school with at least a percentage of sanity left) proclaimed, as the rest of the student body nodded behind him

"Scott, I appreciate your concern, but the decision has been taken already…and, quite frankly, I'm not willing to change my mind"-Xavier said, clinging to his already thinning reserves of composure.

"But…spending Halloween night with the Misfits? And most of the GI-Joe team? What logical reason there is to do that?"-Jean replied, as she placed her hands on her hips.

"Well, Jean, after my last session in therapy with Psyche-Out, I've decided to try a new way of seeing things…"-Xavier said when he got interrupted…as usual.

"Well, not to criticize the fact you are having therapy with the sole psychiatrist in earth that cannot be discerned from his patients unless a DNA test is done, but this is just opening our doors to yet another disaster!"-Scott replied.

"Well, that's the point…I've come to terms with the fact that no matter how I try to prevent it, disaster and chaos strikes us every single day, so if I least have an active hand on these incidents, I can have some sense of clarity on these matters…Now, I have an extremely urgent meeting at senate this weekend, so I've decided to leave you and the teaching staff alone. I already asked our regular contractors to come on Monday, so at least take any debris from the driveway so they can start work that day…goodbye"-Xavier said in an extremely calmed voice as he wheeled away in silence, which was broken by the sound of his car leaving.

Everyone looked at each other…

"Am I the only one who finds this new attitude of the Professor just plain creepy?"-Bobby asked.

"No…come on everyone, we better prepare this place for both a Halloween party and a Misfit's visit…which somehow seems as a natural combination"-Scott said, as everyone leaved the main hall.

Because of this, no one noticed the small energy fissure that opened in midair for a split second, and closed itself again…

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To understand the X-men's concern about a Misfits visit, one must take the following into account:

First, the fact that the Misfits are a military team of young mutants, most of them former members of the Brotherhood of Mutants, who were former enemies of the X-men on their early experiences, so they got along as a house in fire…that is, there was some warmth between the two groups, but it was the warmth caused by something burning…in this case, the burning material would be each others patience and tolerance for each other's presence.

Second, the Misfits were under the wing of GI-Joe, which was supposed to be (in the public eye), an elite section of the army, formed to fight against the ongoing threat of the worldwide terrorist organization known as Cobra. In real life, GI-Joe was the place were every soldier whose methods (and mental status) were deemed too "extreme" for normal army sections was dumped on, and was just paid to use their natural talents against the enemy, while avoiding spreading that mentality to the other army branches. So, in a nutshell, the Misfits education, and therefore, their future as adults, was in the hands of a military group whose sole mention made the Pentagon change its shape in terror.

On the other hand, GI-Joe and the Misfits had so much in common, they got along like any normal dysfunctional military/family unit ever…so it all balanced out, as long as the Pentagon paid for the destruction of property and food bills.

However, the situation was being handled radically different than it had been at the Institute…

"So, we will depart for the institute in eight hours…any questions?"- Low Light asked, as he looked around at the cadre of young mutants looking at him….and made a face of upcoming doom as a hand rose.

"Yes, Quicksilver?"-Low Light asked.

"Well, I'm not sure if I got this right…You are telling us we just have to celebrate Halloween with the X-geeks, have the usual night of chaos and juvenile mindless destruction and bickering, then return the next day, just like that?"-Pietro asked, sarcasm completely melded to his voice.

"Yes, that's it in a nutshell…"-Low Light replied, when another hand rose.

"So, what's the catch here, Yo?-Todd asked, while he used a finger to clean his ear.

"There's no catch, Todd…basically, after a few sessions, Psyche-Out and Xavier agreed this was going to happen anyway, so we might as well sit back and enjoy the damage…plus, mainframe said that if we mark this as a training exercise, we can slip some free orders on the bill for the damages to the Institute…but that's about it"-Low Light said, as yet another hand rose.

"What did you meant by "We"? Are you coming with us, too?"-Angelica asked.

"Well, not only me…several Joes have been assigned as escorts here, as most of the teachers at the Institute will be there too…the full list of escort Joes is as follows: Low Light, Shipwreck, Roadblock, Spirit, Cover Girl, Scarlet, Snake Eyes and YOU GOTTA BE KIDDING ME!"-Low Light said in a loud yell that pierced everyone's ears.

"YouGottabeKiddingMe? If that's a new guy, he sure will fit in if he choose his codename himself"-Lance said out loud.

"Very funny, but it's not…according to this, Beach Head signed on for this mission!"-Low Light said.

It was then that every kid let a scream of shock as a conveniently well timed lightning bolt illuminated the room…

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In this case, a brief explanation is required: of all the Joes, there was just one that could be considered "mentally stable most of the time", and this was Beach Head. An army ranger, he had assigned himself personally to GI-Joe in order to advance in military life, and had managed to have one of the lead ranks in the unit. Unfortunately, having a high rank in GI-Joe is the military equivalent to being a High School principal, or the head of a mental hospital.

So, Beach Head had developed a slight neurotic streak as the natural side effect to being surrounded by what he considered nut jobs, psychos or morons, and was considered to be either a jerk or a drama queen by the rest of the Joes. Also, he had a disturbing dependence on his teddy bear, named Sgt Snuffles, which had became some sort of universal symbol of Beach Head's growing fitting into GI-Joe, or his slow descent into insanity, depending on your point of view. Sgt Snuffles was also considered both a nice replacement for a firing target and a way of leverage when Beach head occasionally "lost it" (his sanity, not the bear). In a nutshell, Beach Head didn't get along much with the rest of the Joes…and the Misfits were even lower in his interaction list.

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"Well, I still gotta confirm it, but seriously, if Beach head is actually going with you…don't push him too hard. I mean, we still are repairing the damage after he caught Todd and Xi using his teddy bear to practice ninja star throwing"-Low Light said.

"I remember…I learned a lot that day…like the fact that Beach Head knows how to drive a tank"-Xi added.

"I learned not to touch that stupid teddy bear ever again, Yo! I still can't believe he fired at us!"-Todd said.

"Well, you two were lucky the tank was out of ammo…and brake fluid…though I have to  admit, that visiting Senator needed a new limo anyway"-Low Light added, as he walked out of the room.

The Misfits stared at each other, then ran out to their rooms….whatever was going to happen this Halloween; they wanted to be prepared for it.

Unfortunately, there was much more than whatever already happening…

End of Chapter One.

Coming up next: Mystery guest stars, as several new (and some old) characters appear in Bayville, while the Halloween party at the institute gets a surprise guest…who bring very bad news to everyone involved. (In this case, "everyone involved" means Humanity and all life on earth…)

All that and more, in chapter two: "Just some uninvited guests!"


	2. Just some uninvited guests!

X-men: Evolution: "Just another Halloween Parade!", an original fan fiction based on the Misfits Universe (Thanks for Red Witch for letting me use her universe, if you haven't checked her stuff…well, you wouldn't be reading this if you hadn't already!)

Legal Notice: I don't own X-men Evolution (if I did, it would be on the air right now), or GI-Joe, or any trademarked characters that will eventually appear on this fan fiction, and I don't own the Misfit's Universe series of fan fiction work either. Once again, thanks to Red Witch for allowing me to use her wonderful universe…now, let's enjoy ourselves here, shall we?

Chapter Two: "Just some uninvited guests!"

Xavier Institute…

The Joes and Misfits walked around the main hall…it was deserted.

"Well, seems they came to their senses and run away"-Wanda said, as she looked around.

"Nah…maybe they are out or some…"-Shipwreck disnt even got to finish the phrase, as every door burst open, and every single mutant in the institute rushed in towards them…

"GET THEM!"-Scott yelled as, the Misfists (and a very surprised Shipwreck); found that the rest of the Joes had already jumped on them…

The struggle lasted for a few minutes, then, it was all over…

"That wasn't fair!"-Pietro yelled. He and the rest of the Misfist were tied to a couch, while Shiwreck was tied to a chair. The X-men and the other Joes were sorting the stuff from the backpacks out in a big pile.

"Come on! Look at all the stuff you guys had on those backpacks! Silly String, Shaving cream bombs, four bottles of that stupid coffee, ten bottles of slime, and even two cans of whipped cream…Whipped cream?"-Remy asked, looking puzzled.

"Pietro had planned some "whipped sexy streaking" thing…we didn't know till now what he meant"-Arcade said.

"Okay…I officially wont be able to sleep tonight"-Jean said, as she threw some very familiar watches on the pile.

"Thank heavens Amanda and her mom are out of town"-Kurt added.

"How did they knew were we hid our extra pairs?"-Brittany said.

"Jamie found out…how I don't wanna know"-ray said.

"Trust me, I still get the chills just remembering it"-Jamie said.

"Well, I have to agree, you plan was perfect, Beach Head…they never suspected an ambush by both sides…Its nice to see at least one Joe, aside from the lovely lady near me, has stability of mind"-Logan said, as he placed his arm around Jinx.

"Yup…this is for the mean tings they did to Sgt Snuffles…They paid now, Sgt Precious…yes, they did…yes they did!"-Beach head said as he pulled his teddy bear from his vest and started to talk to it in a sugary voice.

"On the other hand…"-Logan groaned.

"Well, either way, it's clear we will have a normal Halloween tonight…for a change"-Ororo said, as everyone gathered around the huge pile of confiscated loot.

Just as Ororo finished that phrase, a circular portal opened above the stashed materials…and a burst of hellfire reduced it to ashes…then a large figure dropped into the floor, and the portal closed…

Everyone coughed as the ashes spread everywhere, and disperse, only to reveal the figure of  S'ym, a demon from the dimension known as Limbo….

"S'ym? What are you doing here?"-Peter asked as he looked at the huge, purple demon…who turned around, only to reveal the bloody, small form he was carrying in his hands...a sword was still held by one small hand…

"ILLYANA!"-Peter yelled, as he rushed towards his sister.

"Piotr?...there's no time …Its going to open…we were no match…I'm sorry, I couldn't hold them…"-Illyana said, her voice a mere whisper of pain.

"What are you talking about? What happened?"-Peter yelled, then suddenly noticed everyone was staring at the windows…as the sky had just turned red…

Illyana used her last strengths, and had her sword rise in the air, and her hushed voice said an incantation….a bright light filled the room, then expanded….towards all of Bayville, a the sky continued to grow red…and something started to rise in the middle of the city…

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A few moments earlier, on another of Bayville's landmarks…

Yes, besides the Xavier Institute, Bayville is also famous for other landmarks inside the small city's area, but one of these landmarks only attracts a special sort of connoisseurs…specifically, the kind of people who are into leather clothing, fun, mindless violence and alcohol…and the glorious, almost godly revolution in transportation that's called the "motorcycle".

Yes, Biker culture had its own landmark in Bayville, and this was the local biker bar, which was so seedy and tough, it didn't even had a name…every biker could find it by the smell of oil and beer alone…however, the bar had taken a slight change in its reputation over the last months…along with several constant changes in its decoration, structure and, to be honest, every aspect of it on the whole.

This was simply because the bar used to be the local hangout place of the former Brotherhood of Mutants, which simply meant every time they hit the place, the place itself changed its topography overnight…the bar was the monthly nightmare of the current insurance company it's owner had subscribed with.

However, now that the Brotherhood was out of the picture for months, the bar slowly was becoming what it used to be…however, this didn't made it any less dangerous of a place…specially for those people biker's have a natural hostility against, which is most normal people that haven't rode a hog or a set of wheel on their entire lives.

So, this makes the fact that a young man in his late teenager years, wearing a small leather jacket over a with t-shirt with jeans, and chromed sunglasses even inside the place was a very accurate metaphor for suicide, as most bikers were just glaring at him waiting to see who made the first move against him.

The fact his motorcycle was pretty much a weekend biker's bike (the typical Harley Davidson a rich teen gets for his birthday) made the biker population more fonder of the idea of shaking the kid upside down and tying him up to the ceiling fan…

"Fill me up…again"-The kid said, as he pointed at his empty mug.

"You sure this is the right place for ya to be, kid?"-The bartender asked, as he filled the kid's mug again…every man deserved a last drink or two.

The kid looked up at him, as he picked his mug…outside, Big Charley, the bar's perpetual bouncer, was arguing with a young man that was decked in a red leather trench coat  and black boots...another kid trying to be cool, even though he had his hair dyed white. The bartender knew Big Charley loved teaching kids like that some rough lessons…after all, his experienced with the Brotherhood had left big Charley a bit psychopathic when it came to strange teens.

"Trust me, I'm exactly were I meant to be"-The kid said, as he stood up (in unison with every biker in the bar), and gulped down his mug of beer.

There was silence for a moment…and that silence was interrupted by a scream and a loud crash, as Big Charley entered the bar…through the window…which was closed at the time.

The bikers repressed their natural instinct of just tearing apart the place, like every time this happened as, the albino haired young man entered the place, and walked straight towards the other kid, who ignored him…

The barkeeper had a flashback to the old brotherhood days, and quickly moved away from the two strangers…the silence reigned supreme.

"Danny Ketch?"-The white haired boy asked.

"Who's asking?"-Danny Ketch replied.

Then the albino kid, with the fastest gun draw any of the bikers had ever seen, shot the other teenager point blank in the face…

Before the bullet would even hit him, the other kid burst in flames…the bullet bounced away from the blazing figure, and destroyed a nearby dartboard…that didn't made anyone in the bar look away or dive for cover…as they had just saw a kid transform into a blazing biker skeleton in front of their eyes…and the worst part was, the skeleton, even though all it could express with a skull for a face was a perpetual grin, looked angry…very, very angry.

"Heh…didn't knew you could change that fast"-the white haired kid said…just before the skeleton punched him square in the face, sending him flying across the bar.

"Neither did I…Demon Hunter"-The skeleton said, as he made a wave with its arm, and a long chain appeared on it...it looked nothing like the typical biker chain…this one seemed like a chain that was not just used to beat up, crush and crack thing, but rather looked like it was meant to do those things…and perhaps even worse.

It was the deadliest weapon any of the present people had seen in their lives…at least, until the albino kid got up and draw up a sword that took first place in the "things people don't want to have as their last sight" category.

"You know, I took the rumors of the blazing biker demon as drunkards tales…seemed too far fetched, too…well, stupid to even exist, then I remembered…wasn't there a demon lord that was a flaming skeleton?...a certain corrupter of souls…Zarathros"-the albino kid said...he wasn't even hurt from the previous punch, and the spectators knew it had been one hell of a punch, no pun intended.

The bikers were now certain this was the scariest moment in their lives so far…but then the skeleton spoke…and proved them wrong.

"Yes…I also assumed the tales of a half-breed demon hunter a stupid legend…until I remembered that Sparda fell for a human girl, so long ago…he never did told the name of his offspring"-The skeleton said…the voice wasn't something you would be able to describe…it probably sounded different to anyone…it just made you wish you had led a better life.

"Name's Dante…I'm here to offer you a deal….Ghost Rider"-the red clad kid said, as he smiled. His voice was deep and sure of himself, yet it sounded too cocky, just the kind of voice you heard from the guy who just beat you up and was saying what a lousy fight it had been.

"Why should I listen to you?...I'm not the demon I used to be…I punish the sinners now, and protecting this realm…and I don't work with half-breed novices"-Ghost Rider replied.

"Good point…well, buddy, here three good reasons why: One, this realm is about to go to hell in about…five minutes, two, this is because Belasco somehow opened the "Bloodstone Path", and three, a guy's about to hit you in the skull with a pool cue"-Dante said…as he casually punched the biker that was about to do the same with him.

"Hell is coming? …That means…No!…He released them?...What is he thinking?"-Ghost Rider said, as the fire in his eyes narrowed.

The other biker just stared at the flaming hand gripping the pool cue…and regretted his lifestyle for the first time…everyone else decided that if the world had went to hell so quickly, at least they would rode into hellfire with their usual style.

"Well, that depends on who you are referring as "He"…in my opinion, Belasco ain't behind what's about to happen…and if I'm right, the real mastermind here is more of an "It"…no that it makes thing any better"-Dante replied.

Both supernatural being looked at the dozens of melee weapons surrounding them both…

"Wanna use this as a warm up, flamehead?"-Dante said smiling.

 "Yes…this will do…after that, may devils pray to themselves…because I will come for them"-Ghost Rider said, as he swung his chain around.

"Heh, that's old school…I don't make demons pray…"-Dante- said as he brandished his sword.

"I make them cry"-he added, as both fighters charged forward….the fight lasted for one minute…then a glow took care of the rest.

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After the glow disappeared….

Both fighters were outside, staring at the sky…it was red, just the same crimson color of blood, and it covered the whole city, only to bend at the edges, forming a dome…Bayville wasn't on earth anymore. All the streets looked deserted, even the bikers had vanished in thin air during that glow…and on the center of the city, an old, gigantic tower rose, on its top a glowing black arch glowed…

"So, it's officially started…so, let's find Belasco and beat his ass into returning things to normal"-Dante said, as he got on a bike he had "borrowed" from its owner.

"No…There's a being of Limbo here too, and the child that defeated Belasco long ago is with him, it was her who evacuated those who aren't to participate in this battle…Belasco will surely go to them, and they are among innocents"-Ghost Rider replied, as he mounted a nearby bike, which immediately turned its wheels into flames and changed its shape to one that suited its new owner.

"Where?"-Dante asked, only to realize his partner was already heading towards the big mansion near the sea edge.

"I hate team ups"-Dante muttered, as he followed.

Behind them, far away, from the massive monolithic structure in the middle of town, a roar was heard…the another…then a dozen, a thousand, a hundred thousand a and beyond…

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Inside the Institute, both X-men, Misfits and their respective tutors gathered around Illyana and Peter….

"Illyana? What did you do?"-Peter asked, as he grabbed his sister from the ground…

"I've send those who have no part in this battle to safety…it's just us…and them…they are coming"-Illyana said, her voice trembling.

"Safety? From whom? Who is coming?"-Logan said, as a loud roar, no, a loud collection of roars, endlessly filling the air in unison shrieked across the whole area…they were far, but it was obvious not for long…

"N'garai…"-Illyana said, as she passed out.

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And on top of the Tower, a handsome, yet orange skinned man with tail and pointed earns, decked in a tunic and armor looked at the desolated world before him…then looked at the shapes coming from the gate, while holding a glowing red stone in his hand.

"Bring the little witch and everyone else in this forsaken place to me, alive! Hurt them and delight in their pain as much as you please, but bring them at least a day's life left in their bodies!"-Belasco spoke to the shapes that shrieked around him, more and more of their hellish kind coming from the gate, like and endless tide…

"So it begins…"-The floating shape by his side said.

"Yes…Unless Strange interferes…"-Belasco said.

"Leave him to me…I, Baron Mordo will deal with him…that is what "He" promised us…our chance to destroy our enemies"-Baron Mordo said, as he smiled.

And in the depths no mortal, angel or demon had ever been to, a dark shape laughed…and waited for his time to come.

End of Chapter Two

Coming up next: It's a full scale demon invasion, and soon everyone finds themselves scattered around the hell on earth that's Bayville! Will Dante and Ghost Rider reach any of our heroes in time? Who is really the real mastermind behind this? And three old acquaintances enter the fray, as Dr Strange recruits a certain wall crawler to help him and Benny fight the human source of this disaster! However, that wall crawler is unaware Bayville host not one, but two of his most deadly enemies! All this and more on Chapter Three: "Just some reinforcements have arrived…for both sides!


	3. “Live from New York…”

X-men: Evolution: "Just another Halloween Parade!", an original fan fiction based on the Misfits Universe (Thanks for Red Witch for letting me use her universe, if you haven't checked her stuff…well, you wouldn't be reading this if you hadn't already!)

Legal Notice: I don't own X-men Evolution (if I did, it would be on the air right now), or GI-Joe, or any trademarked characters that will eventually appear on this fan fiction, and I don't own the Misfit's Universe series of fan fiction work either. Once again, thanks to Red Witch for allowing me to use her wonderful universe…now, let's enjoy ourselves here, shall we? Also, this chapter has several spoilers for "Spiderman 2", but since there's a rather small chance anyone reading this hasn't seen the movie already (and if you haven't, shame on you!), we'll just give that small warning.

Chapter Three: "Live from New York…"

While Bayville began to become hell on earth ( although according to several people, including Mystique, Magneto, Senator Kelly and several school teachers and most of the population of the city, Bayville already was "hell on earth" for obvious mutant related issues), two very distinct people in New York city were dealing with the hell on earth that is their everyday.

We'll start with New York's resident superhero/public menace arachnid sensation…who in this moment is asking himself a rather important question…

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"What do normal people do on weekends?"-Peter Parker asked himself, as he dodge a swipe that would had cut off his head clean if it weren't for his spider-sense.

"Do they go to the park with the kids? Yup. Do they go see a movie with the love of their lives? Surely. Do they just stay home and drink beer and eat pizza until there's nothing to watch? A fine choice. Do they found themselves fighting yet another person they looked up to? Only this time instead of a stupid green suit and jet glider loaded with weaponry, or hard hitting tentacles that can crush your skull like a ripe watermelon, or who can forget the marvelous "getting yourself bonded to an alien simbiote and getting rid of it, just for the thing to merge with a former coworker, effectively creating the biggest nightmare I've faced, until said simbiote spawns a second one that fuses with the world's sickest serial killer, and have both things compete for having my brains for dessert, until im lucky enough to defeat both by sheer luck and hope they lock them somewhere deep, really deep and throw away the key"…only in the life of Peter Parker! At least this time they went for the original and novel idea of testing some genetic cocktail on themselves and mutate into an extremely pissed off lizard like thing…thanks, Dr Connors!"-Peter Parker though grimly just as a tail swipe from the green scaled Lizard hit him square on the chest, not only ripping out his Spiderman suit quite severely, but surely breaking something else.

"No problem, it's not like that rib had completely healed yet!"-Peter moaned as he leapt and stuck to a wall, only to proceed with the old yet timelessly effective "web in the eyes of the freak trying to kill you today" trick trying to gain some time.

"Arghhh…just a few weeks ago Mary Jane and I finally got together, we're living in a great apartment, I'm this close to be nominated for Pulitzer for my Spiderman photos, Harry has left the country and seems to have kept my secret identity to himself…then the Peter Parker factor kicks in and my science teacher turns into a lizard man with an appetite for Spiderman…bottom line, karma hates Peter Parker!"-Peter though as he jumped down, and gave the Lizard a double handed slam that send him through a wall…

"Well, I guess someone else has to be having a day as worse as mine… hypothetically speaking, of course"-Peter thought, as the Lizard jumped towards him with a loud hiss.

Actually, Peter Parker was right about the "someone else" part…if he only knew on how many different levels he was right about that one.

You see, New York not only houses the "Amazing Spiderman" (or the "wall crawling menace/freak/enter something bad about Spiderman here", to Daily Bugle readers), but also earth's sorcerer supreme, Dr Stephen Strange (or Dr Strange to fellow heroes, friends, and anyone/anything that threatens earth in a mystical or magical way)…who was having a day as worse as Spiderman's, only this day had lasted a few months now…as we are about to find out.

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Dr Strange's residence…

Dr Strange was not amused…which is something to say, as someone who daily thwarts demons and multidimensional threats to our reality isn't very keen on humor.

The fact that his apprentice, Benny barump…bara….forget it, just call him Benny as everyone else does, was an amateur yet aspiring comedian who had the same ability for humor and entertaining as he had with magic…yet for some twisted joke of fate, the young man had a natural affinity for magical energies.

"People don't choose magic, magic chooses them"-Dr Strange's mentor, the Ancient One, had told Strange once…after having to deal with Benny and the consequences of the boy's mere existence for months, Dr Strange was starting to believe the saying had some twisted irony to it.

"Uhmm…I just felt a terrible disturbance on the magical and astral planes…but I wont be able to pinpoint its location for sure without the "Sphere of Shogototh"…which, surprise, surprise, is not on its pedestal"-Dr Strange said out loud.

Right on cue, the door to his private chamber opened, revealing a beaming Benny, who carried said sphere on a handbag, and had a big backpack on his back.

"Uh…I guess you were looking for this thingie, Doc?"-Benny said, as he handed Dr Strange the sphere…his beaming smile slowly fading.

"Indeed…now, as its pretty much destined to happen no matter what, I will proceed to ask what you took the "Sphere of Shogototh" for, and why the sphere itself looks rather…bright and shiny, considered its several millennia old"-Dr Strange asked in a tone that implied this was normal routine in the house.

"Well…see, it was an emergency, I lost mine and I had a tournament tonight, so I though…I could take that bowling ball for a while…it shines because I gave it a whirl on the machines back there, Doc"-Benny replied.

"I see…Benny, let me tell you about this…"bowling ball": It was forged by the very first mystic masters of this realm, it has passed from sorcerer to sorcerer for millennia, and it's "all seeing power" comes from the inside of the sphere itself, which houses and imprisons not only a thousand demons and ghastly apparitions of fearsome power, but a shard, and therefore, a fraction of the essence, of Mephisto himself, which you will remember I taught you is the personification of eternal evil and the nemesis of light and good since eternity began…after this brief historical lesson, with an added hidden course in common sense, I pray you will tell me at least one good logical excuse for…TAKING OUT SUCH A DELICATE AND DANGEROUS ARTIFACT AND USE AS A BOWLING BALL!"-Dr Strange yelled.

"Uh…I won first prize?"-Benny said as he pulled a big trophy from his backpack.

"You won first prize alright! But your punishment must wait…first I have to see what has happened and where"-Dr Strange said as he said a few incantations and the sphere glowed….

"NO! Who could dare unlash such evil and raw magick on the world?...Benny, pack every single amulets, supplies and scrolls, now! We must go to Bayville, immediately!...But first, we must find someone who must aid us in this dire moment, someone blessed by the spider totem"-Dr Strange said.

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"And stay down! Or next time I'm teaming up with that guy from the Animal Channel!"-Spiderman yelled as he smashed the Lizard with a mailbox for the fifth time, and from the looks of it, the final one, as the creature fell with a hissing moan.

"Freeze!"-the all familiar voice of the SWAT team came from behind him…

"Yeah right! Where were you guys back when he was trying to carve me up? I'm a taxpayer, you know?"-Spiderman said as he jumped on a nearby street light, and swung away…the serum Dr Connors has used on himself would wear in any second, and the authorities could take care of everything else…right now, he had a beautiful wife to visit and ask for a good bandaging session.

That's when a floating man in a cape and a weird outfit along with a young Drew Carey look-alike appeared, floating in front of him.

"Please tell me there isn't a fight involved…I'm kinda due for today on that department"-Spiderman said.

"There will be fighting, Spiderman…a fight for the destiny of every living being on the planet, and you, as someone both blessed and cursed by the spider totem as yourself must be there to stand and fight against evil itself…I'm Dr Strange, a sorcerer and protector of this realm, this is Benny, my…apprentice"-Dr Strange said.

Spiderman looked at them for a bit, and then decided to talk…

"Please refrain from any Donald Trump jokes…Benny himself has covered that aspect excessively ever since I promoted him to "apprentice" status"-Dr Strange interrupted him before he could even say something.

"Okay, I guess there's noting I can do to avoid this here, but I kinda not "heroic quest" material right now…you know, ripped and torn costume, few broken ribs, slightly collapsed lung…"-Spiderman said, when Dr Strange snapped his finger, and both Spiderman's suit and body were back as new.

"Okay, I gotta admit that was way cool…so, where we going Doc?"-Spiderman asked.

"Bayville…a mystical catastrophe has been unleashed on that city…and we may be its only hope"-Dr Strange said as he made a motion and a blue portal opened next to him…

"Bayville….Bayville…not THE Bayville!"-Spiderman moaned as the portal swallowed all of them and closed itself….

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Baville, Stokes County Prison facility….a few moments earlier

"We are under siege! Juggernaut's escaped, allowing those…things to overrun us! The power generators were destroyed by those…monsters, and the sonic fields of the new prisoner's cells are useless without them…those things are loose inside the facility and…Oh my god…its one of them!"-The guard spoke on his radio, as a red and black tendril wrapped around him…but the man then disappeared in a bright light.

"No fair! You were gonna be my eleventh kill today!"-The crimson and black humanoid said in a clacking voice.

"You are hopeless…those people don't matter…only the wall crawler does"- a bigger, yet similar black figure with a white spider across its massive chest said.

"The wall crawler will be here, as I promised…along with two extra victims…kill the wall crawler and the apprentice, but bring me Strange…alive and slightly agonizing, if possible"-Baron Mordo spoke.

"Yes, master it will be…our pleasure! Carnage will gladly slaughter countless innocents for chaos sake!"-The red and black humanoid laughed.

"And I will do as you command…until Spiderman's head is claimed by us, Venom!"-The black and white figure spoke, as both jumped through a wall, and teared a path towards the city.

"Strange…your death will come...but only at the hands of the true master, Dormammu!"-Baron Mordo said as he laughed.

End of Chapter 3

**Next: Its an all out war, and the heroes quickly find themselves split apart and on the run from hordes of enemies…Wolverine is forced to team up with Ghost Rider, and another guest star enters the fray!.**


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